FORM
8-K

CURRENT
REPORTPursuant to
Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event
reported) March 2,
2006

THE CHUBB
CORPORATION

(Exact name of
registrant as specified in its charter)

New
Jersey

1-8661

13-2595722

(State or other
jurisdiction of
incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

15
Mountain View Road, P.O. Box 1615, Warren, New Jersey

07061-1615

(Address of
principal executive offices)

(Zip Code)

Registrants telephone
number, including area code (908) 903-2000

Not Applicable

(Former name or
former address, if changed since last report.)

Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Named
Executive Officer Salary Actions. On March 2, 2006, the
Organization & Compensation Committee of The Chubb Corporation (Chubb)
approved 2006 base salaries for each of Chubbs named executive officers. A
schedule detailing 2006 base salaries for Messrs. Finnegan, Degnan, Motamed, OReilly
and Krump is filed herewith as Exhibit 10.1 and incorporated by reference into
this Item 1.01 of Form 8-K.

2006
Annual Incentive Compensation Award Criterion. On March 2,
2006, Chubbs Organization & Compensation Committee determined that the performance
goal to be used for calculating 2006 annual incentive compensation awards will
be operating earnings per share.

The total shareholder return
performance share award agreements for (i) Chubbs Chief Executive Officer and
the Vice Chairmen, which is filed herewith as Exhibit 10.2 and incorporated by
reference into this Item 1.01 of Form 8-K; and (ii) Chubbs Executive Vice
Presidents and certain Senior Vice Presidents, which is filed herewith as
Exhibit 10.3 and incorporated by reference into this Item 1.01 of Form 8-K; and

Director
Equity Award Agreements. On March 3, 2006, Chubbs Board of
Directors approved the forms of 2006 stock unit and total shareholder return
performance share award agreements under The Chubb Corporation Long-Term Stock
Incentive Plan for Non-Employee Directors (2004). The forms of award agreements
for non-employee Directors are filed herewith as Exhibits 10.5 and 10.6,
respectively, and incorporated by reference into this Item 1.01 of Form 8-K.

This PERFORMANCE SHARE AWARD AGREEMENT, dated as of ,
2006, is by and between The Chubb Corporation (the Corporation) and [ ]
(the Participant), pursuant to The Chubb Corporation Long-Term Stock
Incentive Plan (2004) (the Plan).
Capitalized terms that are not defined herein shall have the same
meanings given to such terms in the Plan.
If any provision of this Agreement conflicts with any provision of the
Plan (as either may be interpreted from time to time by the Committee), the
Plan shall control.

WHEREAS, pursuant to the
provisions of the Plan, the Committee has authorized the grant to the
Participant of Performance Shares in accordance with the terms and conditions
of this Agreement; and

WHEREAS, the Participant and the
Corporation desire to enter into this Agreement to evidence and confirm the
grant of such Performance Shares on the terms and conditions set forth herein.

NOW THEREFORE, the Participant
and the Corporation agree as follows:

1.Grant
of Performance Shares. Pursuant to
the provisions of the Plan, the Corporation on the date set forth above (the Grant
Date) has granted and hereby evidences the grant to the Participant,
subject to the terms and conditions set forth herein and in the Plan, of an
Award of
[ ]
Performance Shares (the Award).

2.Payment
of Earned Performance Shares.

(a)Settlement
of Performance Shares. Subject to
the provisions of this Section 2, Section 4 and Section 5, the Payment Value of
each Performance Share covered by the Award which the Committee determines, in
writing, to be earned pursuant to Section 3 shall be paid by the Corporation on
a date (the vesting date) as soon as administratively practicable after (but
no later than 2½ months after the calendar year end coincident with) the end of
the Performance Cycle described in Section 3(a). Payments hereunder shall be made in cash,
shares of Stock, or a combination thereof, as determined by the Committee in
its sole discretion. Notwithstanding the
aforementioned, the vesting date shall be the last day of the Performance Cycle
if (i) the Participant experiences a Qualifying Termination of Employment
on or after December 31, 2006 or (ii) the Committee determines, in its
discretion, pursuant to Section 4(b), that the Participant will not forfeit his
or her rights to Performance Shares upon his or her termination of employment
for other reasons; in either case, provided the Committee determines, in
writing, that Performance Shares are to be awarded hereunder.

(b)Voluntary
Deferral. Notwithstanding the
provisions of Section 2(a), the Participant may elect, by election filed with
the Corporation under its Key Employee Deferred Compensation Plan (2005) (or
any successor plan or program) (the Deferred Compensation Plan), and on a
form acceptable to the Committee, not later than June 30, 2008 and subject to
such terms and conditions as the Committee may specify, to have any payment
that may become due in respect of Performance Shares covered by the Award
deferred until such later time as shall be specified in such election (or, if
applicable, the date determined pursuant to Section 2(c)).

(c)Mandatory
Deferral of Payment of Earned Performance Shares. Notwithstanding anything contained in Section
2(a) or 2(b) to the contrary (unless the payment date elected pursuant to
Section 2(b) is later than the payment date specified herein, in which case
Section 2(b) shall control), if the Corporations Ending Average Value is less
than the Corporations Beginning Average Value (as such terms are defined in
Section 3(c)), no settlement shall be made in respect of any Performance Shares
earned in accordance with Section 3 until the earlier of (i) the first date on
or before March 10, 2010 on which the average of the averages of the highest
and lowest sales prices of the Stock reported for consolidated trading of
issues listed on the New York Stock Exchange for the 15 trading days prior to
such date exceeds the Beginning Average Value and (ii) the first date on which
the Participant has both reached age 60 and terminated employment with the
Corporation and all other members of the Corporations controlled group of entities. Once either of the conditions described in
the immediately preceding sentence has been satisfied, settlement shall occur
as soon as practicable thereafter (and in the case of condition (i), not later
than March 15, 2010) in cash, shares of Stock or a combination thereof, as
determined by the Committee in its sole discretion. If the Participant experiences a Qualified
Termination of Employment on or after December 31, 2006, or if the Committee
determines, in its discretion pursuant to Section 4(b), that the Participant
will not forfeit his or her rights to Performance Shares upon his or her
termination of employment for other reasons, settlement shall not occur until
the first date on which the Participant has attained age 60 (or, in the case of
the Participants death, would have attained age 60). If a Participant terminates employment after
reaching age 60, is a specified employee (as that term is defined in Section
409A(a)(2)(B)(i) of the Code) at the time he or she terminates employment, and
is scheduled to have his or her Performance Shares settled pursuant to
condition (ii), no settlement shall be made until at least six months after
such termination of employment, or the Participants death, if earlier.

3.Vesting
Criteria Applicable to Performance Shares.

(a)Performance
Cycle. The Performance Cycle for
this Award shall commence on May 1, 2006, and shall end on December 31, 2008.

(b)Performance
Goal. The Performance Goal for the
Performance Cycle is the total return per share of Stock to the Corporations
shareholders, inclusive of dividends paid (regardless of whether paid in cash
or property, which dividends shall be deemed reinvested in Stock), during the
Performance Cycle in comparison to the total return per share of stock, inclusive
of dividends paid (regardless

2

of whether paid in cash or property, which dividends
shall be deemed reinvested in stock), achieved by the companies (i) which
are in the Standard & Poors 500 Index (the S&P 500) on the
date the Performance Cycle begins and (ii) which continue to file public
reports pursuant to the Act for the entirety of the Performance Cycle (such
companies, the Comparison Companies).
For the avoidance of doubt, a company included in the S&P 500 on the
date the Performance Cycle commences that is not included in the S&P 500 at
the conclusion of the Performance Cycle will be a Comparison Company as long as
it files public reports pursuant to the Act for the entire Performance Cycle
(and any company first included in the S&P 500 after the start of the
Performance Cycle would not be a Comparison Company).

(c)Comparison
of Total Shareholder Return. Except
as provided in Section 5, the Performance Shares covered by the Award shall be
deemed earned based on where the Corporations total shareholder return during
the Performance Cycle ranks in relation to the total shareholder returns of the
Comparison Companies during such period.
For purposes of calculating the total shareholder return of the
Corporation and the Comparison Companies during the Performance Cycle, the
value of each such companys stock at the beginning and end of the Performance
Cycle shall be established based on the average of the averages of the high and
low trading prices of the applicable stock on the principal exchange on which
the stock trades for the 15 trading days occurring immediately prior to the
beginning or end of the Performance Cycle, as the case may be. Such averages for each such company
(including the Corporation) shall be referred to herein as the Beginning
Average Value and the Ending Average Value. As soon as practicable after the
completion of the Performance Cycle, the total shareholder returns of the
Comparison Companies will be calculated and ranked from highest to lowest. The Corporations total shareholder return
will then be ranked in terms of which percentile it would have placed in among
the Comparison Companies. In calculating
the total shareholder return with respect to either the Corporation or any of
the Comparison Companies, the Committee shall make or shall cause to be made
such appropriate adjustments to the calculation of total shareholder return for
such entity (including, without limitation, adjusting the Beginning Average Value)
as shall be necessary or appropriate to avoid an artificial increase or
decrease in such return as a result of a stock split (including a reverse stock
split), recapitalization or other similar event affecting the capital structure
of such entity that does not involve the issuance of the entitys securities in
exchange for money, property or other consideration.

(d)Percentage
of Performance Shares Earned. The
extent to which Performance Shares shall become earned on the vesting date
described in Section 2(a) shall be determined according to the following
schedule:

Relative
Performance
Level Percentile

Percent of
Performance
Shares Earned

85th or
higher

200

%

50th

100

%

25th

50

%

Under 25th

0

%

3

To the extent that the Corporations total shareholder
return ranks in a percentile between the 25th and the 50th percentile, or
between the 50th and the 85th percentile, of comparative performance, then the
number of Performance Shares earned on the vesting date shall be determined by
multiplying the relative percentile of comparative performance achieved by the
Corporation by two (e.g., if the Corporations total shareholder return would
have placed in the 40th percentile, then 80% of the Performance Shares covered
by the Award become earned on the vesting date; if the Corporations total
shareholder return would have placed in the 75th percentile, then 150% of the
Performance Shares covered by the Award become earned on the vesting date).

4.Termination
of Employment. Except as provided in
this Section 4 or in Section 5, the Participant shall not have any right to any
payment hereunder unless the Participant is employed by the Corporation or a
Subsidiary on the date the Performance Shares subject to this Award are settled
pursuant to Section 2(a) (or would have been settled without regard to any
other provision of Section 2).

(a)Qualifying
Termination of Employment. If the
Participants employment terminates by reason of a Qualifying Termination of
Employment on or after December 31, 2006, the Participant shall be entitled to
receive the same Payment Values (without pro-ration) in respect of the
Performance Shares covered by the Award as would have been payable, and at the
same time and subject to the same conditions, had his or her employment
continued until the end of the Performance Cycle.

(b)Termination
for any Other Reason. Unless
otherwise determined by the Committee, if the Participants employment is
terminated prior to the date on which the Performance Shares subject to this
Award are settled pursuant to Section 2(a) (or would have been settled without
regard to any other provision of Section 2) for any reason other than a
Qualifying Termination of Employment occurring on or after December 31, 2006,
all of the Participants rights to Performance Shares covered by the Award
shall be immediately forfeited and canceled without further action by the
Corporation or the Participant as of the date of such termination of employment. Notwithstanding the preceding sentence, the
Participants Performance Shares shall be immediately forfeited and cancelled
without further action by the Corporation or the Participant upon the
Participants termination of employment for Cause. For purposes of the Award,
the term Retirement shall mean a termination of the Participants employment
other than for Cause at or after the Participants normal retirement age or
earliest retirement date, in each case as specified in the Corporations
Pension Plan. Accordingly, all of the
Participants Performance Shares shall be forfeited and cancelled without
further action by the Corporation or the Participant as of the date a
Participant is terminated for Cause, whether prior to, on, or after the
Participants normal retirement age or earliest retirement date, in each case
as specified in the Corporations Pension Plan.

4

(c)Transfers
between the Corporation and Subsidiaries; Leaves, Other Absences and Suspension.
Transfer from the Corporation to a
Subsidiary, from a Subsidiary to the Corporation, or from one Subsidiary to
another shall not be considered a termination of employment. Any question regarding whether a Participants
employment has terminated in connection with a leave of absence or other
absence from active employment shall be determined by the Committee, in its
sole discretion, taking into account the provisions of applicable law and the
Corporations generally applicable employment policies and practices. The Committee may also suspend the operation
of the termination of employment provisions of this Agreement for such period
and upon such terms and conditions as it may deem necessary or appropriate to
further the interests of the Corporation.

(d)Termination
Pursuant to a Change in Control. Notwithstanding
the provisions of Section 4(b), if the Participants employment is
involuntarily terminated other than for Cause or if the Participant terminates
employment due to death or Disability, in all such cases on or after the date
the Corporations shareholders approve a Change in Control pursuant to
subsections (iii) or (iv) of such definition but prior to the consummation of
such Change in Control, the Participant shall be treated as having continued
employment through, and terminated employment immediately after, such Change in
Control.

5.Change
in Control. Notwithstanding anything
in Section 2 or 3 to the contrary, in the event a Change in Control occurs,
Performance Shares covered by the Award not previously forfeited pursuant to
Section 4 shall be treated in accordance with Section 9 of the Plan, in which
case the Performance Shares covered by the Award shall become earned and
payable as provided in Sections 9(a)(ii) and 9(a)(iii) of the Plan or, if applicable,
be honored, assumed or substituted for in accordance with Section 9(b) of the
Plan. Notwithstanding the foregoing, if
the Performance Shares shall become earned and payable as provided in Sections
9(a)(ii) and 9(a)(iii) of the Plan, but the accelerated payment of the
Performance Shares would subject the Participant to taxation under Section 409A
of the Code, then the payment due to the Participant shall not be made until
the earliest permissible payment date (including, but not limited to, the vesting
date) that would not subject the Participant to taxation under Section 409A of
the Code.

6.Adjustment
in Capitalization. In the event that
the Committee shall determine that any stock dividend, stock split, share
combination, extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination, exchange of shares,
warrants or rights offering to purchase Stock at a price substantially below
fair market value, or other similar corporate event affects the Stock such that
an adjustment is required in order to preserve, or to prevent the enlargement
of, the benefits or potential benefits intended to be made available under this
Award, then the Committee shall, in its sole discretion, and in such manner as
the Committee may deem equitable, adjust any or all of the number and kind of
Performance Shares subject to this Award and/or, if deemed appropriate, make
provision for a cash payment to the person holding this Award, provided,
however, that, unless the Committee determines otherwise, the number of
Performance Shares subject to this Award shall always be a whole number.

5

7.Restrictions
on Transfer. Performance Shares may
not be sold, assigned, hypothecated, pledged or otherwise transferred or
encumbered in any manner except (i) by will or the laws of descent and
distribution or (ii) to a Permitted Transferee(as defined in Section
11(b) of the Plan) with the permission of, and subject to such conditions as may
be imposed by, the Committee.

8.No
Rights as a Shareholder. Until
shares of Stock are issued, if at all, in satisfaction of the Corporations
obligations under this Award, in the time and manner specified in Section 2 or
5, the Participant shall have no rights as a shareholder.

9.Notice.
Any notice given hereunder to the
Corporation shall be addressed to The Chubb Corporation, Attention Secretary,
15 Mountain View Road, P.O. Box 1615, Warren, New Jersey 07061-1615, and any
notice given hereunder to the Participant shall be addressed to the Participant
at the Participants address as shown on the records of the Corporation.

10.Restrictive
Covenants. As a condition to the
receipt of the Award made hereby, the Participant agrees to be bound by the terms
and conditions hereof and of the Plan, including the following restrictive
covenants:

(a)Non-Disclosure. The Participant shall not, without prior
written authorization from the Committee, disclose to anyone outside the
Corporation, or use (other than in the Corporations or any of the Subsidiaries
business), any confidential information or material relating to the business of
the Corporation or any of the Subsidiaries that is acquired by the Participant
either during or after employment with the Corporation or any of the
Subsidiaries.

(b)Non-Solicitation. Unless the Participant has received prior
written authorization from the Committee, the Participant shall not during his
or her employment or service with the Corporation or any of the Subsidiaries
and for a period of one (1) year following any termination of such employment
or service relationship (the Restricted Period):

(i)Directly
or indirectly, employ, solicit, persuade, encourage or induce any individual
employed by the Corporation or any of the Subsidiaries to become employed by or
associated with any person or entity other than the Corporation or any of the
Subsidiaries; or

(ii)Directly
or indirectly, solicit business on behalf of a Competitive Business from any
Customer with whom the Participant has had, or employees reporting to the
Participant have had, personal contact or dealings with on behalf of the
Corporation or any of the Subsidiaries during the one (1) year period preceding
the Restricted Period.

(c)Non-Competition. Unless the Participant has received prior
written authorization from the Committee, the Participant shall not, whether
during his or her employment or service with the Corporation or any of the
Subsidiaries or during the

6

Restricted Period, directly or indirectly compete with the business of
the Corporation or any of the Subsidiaries by becoming an officer, agent,
employee, consultant, partner or director of a Competitive Business, or
otherwise render services to or assist or hold an interest (except as a less
than one (1) percent shareholder of a public company) in any Competitive
Business.

Customer shall mean a person or entity to
which the Corporation or any of the Subsidiaries is at the time providing services.

Competitive Business shall mean any person or
entity (including any joint venture, partnership, firm, corporation or limited
liability company) that engages, directly or indirectly, in the property and
casualty insurance business, including, but not limited to, commercial
insurance, personal insurance, specialty insurance, surety, excess and surplus
lines and/or reinsurance, and/or any other business which is a significant
business of, the Corporation and the Subsidiaries as of the date of the Participants
termination of employment or service with the Corporation or any of the
Subsidiaries; provided however, that a business set forth above shall not be
considered a Competitive Business in the event that, as of the date of the
Participants termination of employment or service with the Corporation or any
of the Subsidiaries, such business is no longer a business of the Corporation
or any of the Subsidiaries.

(d)Inventions.
A Participant shall disclose promptly
and assign to the Corporation all right, title, and interest in any invention
or idea, patentable or not, made or conceived by the Participant during
employment by the Corporation or any of the Subsidiaries, relating in any
manner to the actual or anticipated business, research or development work of
the Corporation or any of the Subsidiaries and shall do anything reasonably
necessary to enable the Corporation or any of the Subsidiaries to secure a
patent, copyright or any other intellectual property rights where appropriate
in the United States and in foreign countries.

(e)Relief
with Respect to Violations of Covenants. Failure to comply with the provisions of this
Section 10 at any point before payment in respect of earned Performance Shares
covered by the Award is made pursuant to the provisions of Section 2 or 5 shall
cause all Performance Shares covered by the Award to be cancelled and rescinded
without any payment therefor. For the
avoidance of doubt, following a failure to comply with this Section 10,
payments in respect of any portion of the Performance Shares covered by the
Award that have been deferred under the Deferred Compensation Plan in
accordance with Section 2 hereof shall be forfeited, and accordingly the
Participant shall have no further right to receive any such payment(s). In the event that all or any portion of the
Performance Shares covered by this Award shall have been settled in accordance
with the terms of this Agreement within twelve (12) months of the date on which
any breach by the Participant of any of the provisions of this Section 10 shall
have first occurred, the Committee may require that the Participant repay (with
interest or appreciation (if any), as applicable, determined up to the date
payment is made), and the Participant shall promptly repay, to the Corporation
the value of any cash or property (including the Fair Market Value of any
Stock) conveyed to the Participant

7

within such period in respect of such Performance
Shares. Additionally, the Participant
agrees that the Corporation shall be entitled to an injunction, restraining
order or such other equitable relief restraining the Participant from
committing any violation of the covenants or obligations contained in this
Section 10. These rescission rights and
injunctive remedies are cumulative and are in addition to any other rights and
remedies the Corporation may have at law or in equity. The Participant acknowledges and agrees that
the covenants and obligations in this Section 10 relate to special, unique and
extraordinary matters and that a violation or threatened violation of any of
the terms of such covenants or obligations will cause the Corporation and the
Subsidiaries irreparable injury for which adequate remedies are not available
at law.

(f)Reformation.
The Participant agrees that the
provisions of this Section 10 are necessary and reasonable to protect the
Corporation in the conduct of its business.
If any restriction contained in this Section 10 shall be deemed to be
invalid, illegal or unenforceable by reason of the extent, duration or
geographical scope hereof, or otherwise, then the court making such
determination shall have the right to reduce such extent, duration,
geographical scope or other provisions hereof, and in its reduced form such
restriction shall then be enforceable in the manner contemplated hereby.

11.Withholding.
The Corporation shall have the right to
deduct from all amounts paid to the Participant in cash in respect of
Performance Shares covered by the Award any amount of taxes required by law to
be withheld as may be necessary in the opinion of the Corporation to satisfy
tax withholding required under the laws of any country, state, province, city
or other jurisdiction. In the case of
any payments of Performance Shares covered by the Award in the form of Stock,
at the Committees discretion, the Participant shall be required to either pay
to the Corporation the amount of any taxes required to be withheld with respect
to such Stock or, in lieu thereof, the Corporation shall have the right to
retain (or the Participant may be offered the opportunity to elect to tender)
the number of shares of Stock whose Fair Market Value equals such amount
required to be withheld.

12.Committee
Discretion; Delegation. Notwithstanding
anything contained in this Agreement to the contrary, the Committee may take
any action that is authorized under the terms of the Plan that is not contrary
to the express terms hereof, including permitting the Participant to receive
(upon such terms and conditions as the Committee shall determine) all or a
portion of the Performance Shares covered by the Award, up to the maximum
amount that would have been payable, despite the termination of the Participants
employment prior to the settlement date specified pursuant to Section 2(a). Nothing in this Agreement shall limit or in
any way restrict the power of the Committee, consistent with the terms of the
Plan, to delegate any of the powers reserved to it hereunder to such person or
persons as it shall designate from time to time.

13.No
Right to Continued Employment. Neither
the execution and delivery hereof nor the granting of the Award shall constitute
or be evidence of any

8

agreement or understanding, express or implied, on the
part of the Corporation or any of the Subsidiaries to employ or continue the
employment of the Participant for any period.

14.Governing
Law. The Award and the legal
relations between the parties shall be governed by and construed in accordance
with the laws of the State of New Jersey (without reference to the principles
of conflicts of law).

15.Signature
in Counterpart. This Agreement may
be signed in counterparts, each of which shall be an original, with the same
effect as if the signature thereto and hereto were upon the same instrument.

16.Binding
Effect; Benefits. This Agreement
shall be binding upon and inure to the benefit of the Corporation and the
Participant and their respective successors and permitted assigns. Nothing in this Agreement, express or
implied, is intended or shall be construed to give any person other than the
Corporation or the Participant or their respective successors or assigns any
legal or equitable right, remedy or claim under or in respect of any agreement
or any provision contained herein.

17.Amendment.
This Agreement may not be altered,
modified or amended except by a written instrument signed by the Corporation
and the Participant.

18.Sections
and Other Headings. The section and
other headings contained in this Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, the
Corporation, by its duly authorized officer, and the Participant have executed
this Agreement in duplicate as of the day and year first above written.

THE
CHUBB CORPORATION

By:

Secretary

By:

Participant

9

EX-10.3
4
a06-6529_1ex10d3.htm
MATERIAL CONTRACTS

Exhibit 10.3

THE CHUBB CORPORATION LONG-TERM STOCK
INCENTIVE PLAN (2004)

Performance Share Award Agreement

This PERFORMANCE SHARE AWARD AGREEMENT, dated as of ,
2006, is by and between The Chubb Corporation (the Corporation) and [ ]
(the Participant), pursuant to The Chubb Corporation Long-Term Stock
Incentive Plan (2004) (the Plan). Capitalized terms that are not
defined herein shall have the same meanings given to such terms in the Plan. If
any provision of this Agreement conflicts with any provision of the Plan (as
either may be interpreted from time to time by the Committee), the Plan shall
control.

WHEREAS, pursuant to the
provisions of the Plan, the Committee has authorized the grant to the
Participant of Performance Shares in accordance with the terms and conditions
of this Agreement; and

WHEREAS, the Participant and the
Corporation desire to enter into this Agreement to evidence and confirm the
grant of such Performance Shares on the terms and conditions set forth herein.

NOW THEREFORE, the Participant
and the Corporation agree as follows:

1.Grant
of Performance Shares. Pursuant to
the provisions of the Plan, the Corporation on the date set forth above (the Grant
Date) has granted and hereby evidences the grant to the Participant,
subject to the terms and conditions set forth herein and in the Plan, of an
Award of
[ ]
Performance Shares (the Award).

2.Payment
of Earned Performance Shares.

(a)Settlement
of Performance Shares. Subject to
the provisions of this Section 2, Section 4 and Section 5, the Payment Value of
each Performance Share covered by the Award which the Committee determines, in
writing, to be earned pursuant to Section 3 shall be paid by the Corporation on
a date (the vesting date) as soon as administratively practicable after (but
no later than 2½ months after the calendar year end coincident with) the end of
the Performance Cycle described in Section 3(a). Payments hereunder shall be
made in cash, shares of Stock, or a combination thereof, as determined by the
Committee in its sole discretion. Notwithstanding the aforementioned, the
vesting date shall be the last day of the Performance Cycle if (i) the
Participant experiences a Qualifying Termination of Employment on or after
December 31, 2006 or (ii) the Committee determines, in its discretion,
pursuant to Section 4(b), that the Participant will not forfeit his or her
rights to Performance Shares upon his or her termination of employment for
other reasons; in either case, provided the Committee determines, in writing,
that Performance Shares are to be awarded hereunder.

(b)Voluntary
Deferral. Notwithstanding the
provisions of Section 2(a), the Participant may elect, by election filed with
the Corporation under its Key Employee Deferred Compensation Plan (2005) (or
any successor plan or program) (the Deferred Compensation Plan), and on a
form acceptable to the Committee, not later than June 30, 2008 and subject to
such terms and conditions as the Committee may specify, to have any payment
that may become due in respect of Performance Shares covered by the Award
deferred until such later time as shall be specified in such election (or, if
applicable, the date determined pursuant to Section 2(c)).

(c)Mandatory
Deferral of Payment of Earned Performance Shares. Notwithstanding anything contained in Section
2(a) or 2(b) to the contrary (unless the payment date elected pursuant to
Section 2(b) is later than the payment date specified herein, in which case
Section 2(b) shall control), if the Corporations Ending Average Value is less
than the Corporations Beginning Average Value (as such terms are defined in
Section 3(c)), no settlement shall be made in respect of any Performance Shares
earned in accordance with Section 3 until the earlier of (i) the first
date on or before March 10, 2010 on which the average of the averages of the
highest and lowest sales prices of the Stock reported for consolidated trading
of issues listed on the New York Stock Exchange for the 15 trading days prior
to such date exceeds the Beginning Average Value and (ii) March 10, 2011. Once
either of the conditions described in the immediately preceding sentence has
been satisfied, settlement shall occur as soon as practicable thereafter (in
the case of condition (i), not later than March 15, 2010, and in the case of
condition (ii) not later than April 9, 2011) in cash, shares of Stock or a
combination thereof, as determined by the Committee in its sole discretion. If
the Participant experiences a Qualified Termination of Employment on or after
December 31, 2006, or if the Committee determines, in its discretion pursuant
to Section 4(b), that the Participant will not forfeit his or her rights to
Performance Shares upon his or her termination of employment for other reasons,
settlement shall not occur until March 10, 2011.

3.Vesting
Criteria Applicable to Performance Shares.

(a)Performance
Cycle. The Performance Cycle for
this Award shall commence on May 1, 2006, and shall end on December 31, 2008.

(b)Performance
Goal. The Performance Goal for the
Performance Cycle is the total return per share of Stock to the Corporations
shareholders, inclusive of dividends paid (regardless of whether paid in cash
or property, which dividends shall be deemed reinvested in Stock), during the
Performance Cycle in comparison to the total return per share of stock,
inclusive of dividends paid (regardless of whether paid in cash or property,
which dividends shall be deemed reinvested in stock), achieved by the companies
(i) which are in the Standard & Poors 500 Index (the S&P 500)
on the date the Performance Cycle begins and (ii) which continue to file
public reports pursuant to the Act for the entirety of the Performance Cycle
(such companies, the Comparison Companies). For the avoidance of
doubt, a company included in the S&P 500 on the date the Performance Cycle
commences that is not

2

included in the S&P 500 at the conclusion of the Performance Cycle
will be a Comparison Company as long as it files public reports pursuant to the
Act for the entire Performance Cycle (and any company first included in the
S&P 500 after the start of the Performance Cycle would not be a Comparison
Company).

(c)Comparison
of Total Shareholder Return. Except
as provided in Section 5, the Performance Shares covered by the Award shall be
deemed earned based on where the Corporations total shareholder return during
the Performance Cycle ranks in relation to the total shareholder returns of the
Comparison Companies during such period. For purposes of calculating the total
shareholder return of the Corporation and the Comparison Companies during the
Performance Cycle, the value of each such companys stock at the beginning and
end of the Performance Cycle shall be established based on the average of the
averages of the high and low trading prices of the applicable stock on the
principal exchange on which the stock trades for the 15 trading days occurring
immediately prior to the beginning or end of the Performance Cycle, as the case
may be. Such averages for each such company (including the Corporation) shall
be referred to herein as the Beginning Average Value and the Ending Average
Value. As soon as practicable after the completion of the Performance Cycle,
the total shareholder returns of the Comparison Companies will be calculated
and ranked from highest to lowest. The Corporations total shareholder return
will then be ranked in terms of which percentile it would have placed in among
the Comparison Companies. In calculating the total shareholder return with
respect to either the Corporation or any of the Comparison Companies, the
Committee shall make or shall cause to be made such appropriate adjustments to
the calculation of total shareholder return for such entity (including, without
limitation, adjusting the Beginning Average Value) as shall be necessary or
appropriate to avoid an artificial increase or decrease in such return as a
result of a stock split (including a reverse stock split), recapitalization or
other similar event affecting the capital structure of such entity that does
not involve the issuance of the entitys securities in exchange for money,
property or other consideration.

(d)Percentage
of Performance Shares Earned. The
extent to which Performance Shares shall become earned on the vesting date
described in Section 2(a) shall be determined according to the following
schedule:

Relative
Performance
Level Percentile

Percent of
Performance
Shares Earned

85th or higher

200

%

50th

100

%

25th

50

%

Under 25th

0

%

To the extent that the Corporations total shareholder
return ranks in a percentile between the 25th and the 50th percentile, or
between the 50th and the 85th percentile, of comparative performance, then the
number of Performance Shares earned on the vesting

3

date shall be determined by multiplying the relative
percentile of comparative performance achieved by the Corporation by two (e.g.,
if the Corporations total shareholder return would have placed in the 40th
percentile, then 80% of the Performance Shares covered by the Award become
earned on the vesting date; if the Corporations total shareholder return would
have placed in the 75th percentile, then 150% of the Performance Shares covered
by the Award become earned on the vesting date).

4.Termination
of Employment. Except as provided in
this Section 4 or in Section 5, the Participant shall not have any right to any
payment hereunder unless the Participant is employed by the Corporation or a
Subsidiary on the date the Performance Shares subject to this Award are settled
pursuant to Section 2(a) (or would have been settled without regard to any
other provision of Section 2).

(a)Qualifying
Termination of Employment. If the
Participants employment terminates by reason of a Qualifying Termination of
Employment on or after December 31, 2006, the Participant shall be entitled to
receive the same Payment Values (without pro-ration) in respect of the
Performance Shares covered by the Award as would have been payable, and at the
same time and subject to the same conditions, had his or her employment
continued until the end of the Performance Cycle.

(b)Termination
for any Other Reason. Unless otherwise
determined by the Committee, if the Participants employment is terminated
prior to the date on which the Performance Shares subject to this Award are
settled pursuant to Section 2(a) (or would have been settled without regard to
any other provision of Section 2) for any reason other than a Qualifying
Termination of Employment occurring on or after December 31, 2006, all of the
Participants rights to Performance Shares covered by the Award shall be
immediately forfeited and canceled without further action by the Corporation or
the Participant as of the date of such termination of employment. Notwithstanding
the preceding sentence, the Participants Performance Shares shall be
immediately forfeited and cancelled without further action by the Corporation
or the Participant upon the Participants termination of employment for Cause.
For purposes of the Award, the term Retirement shall mean a termination of
the Participants employment other than for Cause at or after the Participants
normal retirement age or earliest retirement date, in each case as specified in
the Corporations Pension Plan. Accordingly, all of the Participants
Performance Shares shall be forfeited and cancelled without further action by
the Corporation or the Participant as of the date a Participant is terminated
for Cause, whether prior to, on, or after the Participants normal retirement
age or earliest retirement date, in each case as specified in the Corporations
Pension Plan.

(c)Transfers
between the Corporation and Subsidiaries; Leaves, Other Absences and Suspension.
Transfer from the Corporation to a
Subsidiary, from a Subsidiary to the Corporation, or from one Subsidiary to
another shall not be considered a termination of employment. Any question
regarding whether a Participants employment has terminated in connection with
a leave of absence or other absence from

4

active employment shall be determined by the Committee, in its sole
discretion, taking into account the provisions of applicable law and the
Corporations generally applicable employment policies and practices. The
Committee may also suspend the operation of the termination of employment
provisions of this Agreement for such period and upon such terms and conditions
as it may deem necessary or appropriate to further the interests of the
Corporation.

(d)Termination
Pursuant to a Change in Control. Notwithstanding
the provisions of Section 4(b), if the Participants employment is
involuntarily terminated other than for Cause or if the Participant terminates
employment due to death or Disability, in all such cases on or after the date
the Corporations shareholders approve a Change in Control pursuant to
subsections (iii) or (iv) of such definition but prior to the consummation of
such Change in Control, the Participant shall be treated as having continued
employment through, and terminated employment immediately after, such Change in
Control.

5.Change
in Control. Notwithstanding anything
in Section 2 or 3 to the contrary, in the event a Change in Control occurs,
Performance Shares covered by the Award not previously forfeited pursuant to
Section 4 shall be treated in accordance with Section 9 of the Plan, in which
case the Performance Shares covered by the Award shall become earned and
payable as provided in Sections 9(a)(ii) and 9(a)(iii) of the Plan or, if
applicable, be honored, assumed or substituted for in accordance with Section
9(b) of the Plan. Notwithstanding the foregoing, if the Performance Shares shall
become earned and payable as provided in Sections 9(a)(ii) and 9(a)(iii) of the
Plan, but the accelerated payment of the Performance Shares would subject the
Participant to taxation under Section 409A of the Code, then the payment due to
the Participant shall not be made until the earliest permissible payment date
(including, but not limited to, the vesting date) that would not subject the
Participant to taxation under Section 409A of the Code.

6.Adjustment
in Capitalization. In the event that
the Committee shall determine that any stock dividend, stock split, share
combination, extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination, exchange of shares,
warrants or rights offering to purchase Stock at a price substantially below
fair market value, or other similar corporate event affects the Stock such that
an adjustment is required in order to preserve, or to prevent the enlargement
of, the benefits or potential benefits intended to be made available under this
Award, then the Committee shall, in its sole discretion, and in such manner as
the Committee may deem equitable, adjust any or all of the number and kind of
Performance Shares subject to this Award and/or, if deemed appropriate, make provision
for a cash payment to the person holding this Award, provided, however, that,
unless the Committee determines otherwise, the number of Performance Shares
subject to this Award shall always be a whole number.

7.Restrictions
on Transfer. Performance Shares may
not be sold, assigned, hypothecated, pledged or otherwise transferred or
encumbered in any manner except (i) by will or the laws of descent and
distribution or (ii) to a Permitted

5

Transferee(as defined in Section 11(b) of the Plan) with the
permission of, and subject to such conditions as may be imposed by, the
Committee.

8.No
Rights as a Shareholder. Until
shares of Stock are issued, if at all, in satisfaction of the Corporations
obligations under this Award, in the time and manner specified in Section 2 or
5, the Participant shall have no rights as a shareholder.

9.Notice.
Any notice given hereunder to the
Corporation shall be addressed to The Chubb Corporation, Attention Secretary,
15 Mountain View Road, P.O. Box 1615, Warren, New Jersey 07061-1615, and any
notice given hereunder to the Participant shall be addressed to the Participant
at the Participants address as shown on the records of the Corporation.

10.Restrictive
Covenants. As a condition to the
receipt of the Award made hereby, the Participant agrees to be bound by the
terms and conditions hereof and of the Plan, including the following
restrictive covenants:

(a)Non-Disclosure.
The Participant shall not, without prior written authorization from the Committee,
disclose to anyone outside the Corporation, or use (other than in the
Corporations or any of the Subsidiaries business), any confidential
information or material relating to the business of the Corporation or any of
the Subsidiaries that is acquired by the Participant either during or after
employment with the Corporation or any of the Subsidiaries.

(b)Non-Solicitation.
Unless the Participant has received prior written authorization from the
Committee, the Participant shall not during his or her employment or service
with the Corporation or any of the Subsidiaries and for a period of one (1)
year following any termination of such employment or service relationship (the Restricted
Period):

(i)Directly
or indirectly, employ, solicit, persuade, encourage or induce any individual
employed by the Corporation or any of the Subsidiaries to become employed by or
associated with any person or entity other than the Corporation or any of the
Subsidiaries; or

(ii)Directly
or indirectly, solicit business on behalf of a Competitive Business from any
Customer with whom the Participant has had, or employees reporting to the
Participant have had, personal contact or dealings with on behalf of the
Corporation or any of the Subsidiaries during the one (1) year period preceding
the Restricted Period.

(c)Non-Competition.
Unless the Participant has received prior written authorization from the
Committee, the Participant shall not, whether during his or her employment or
service with the Corporation or any of the Subsidiaries or during the
Restricted Period, directly or indirectly compete with the business of the
Corporation or any of the Subsidiaries by becoming an officer, agent, employee,
consultant, partner or director of a Competitive Business, or otherwise render
services to or assist or hold an

6

interest (except as a less than one (1) percent shareholder of a public
company) in any Competitive Business.

Customer shall
mean a person or entity to which the Corporation or any of the Subsidiaries is
at the time providing services.

Competitive Business
shall mean any person or entity (including any joint venture, partnership,
firm, corporation or limited liability company) that engages, directly or
indirectly, in the property and casualty insurance business, including, but not
limited to, commercial insurance, personal insurance, specialty insurance,
surety, excess and surplus lines and/or reinsurance, and/or any other business
which is a significant business of, the Corporation and the Subsidiaries as of
the date of the Participants termination of employment or service with the
Corporation or any of the Subsidiaries; provided however, that a business set
forth above shall not be considered a Competitive Business in the event that,
as of the date of the Participants termination of employment or service with
the Corporation or any of the Subsidiaries, such business is no longer a
business of the Corporation or any of the Subsidiaries.

(d)Inventions.
A Participant shall disclose promptly
and assign to the Corporation all right, title, and interest in any invention
or idea, patentable or not, made or conceived by the Participant during
employment by the Corporation or any of the Subsidiaries, relating in any
manner to the actual or anticipated business, research or development work of
the Corporation or any of the Subsidiaries and shall do anything reasonably
necessary to enable the Corporation or any of the Subsidiaries to secure a
patent, copyright or any other intellectual property rights where appropriate
in the United States and in foreign countries.

(e)Relief
with Respect to Violations of Covenants. Failure to comply with the provisions of this
Section 10 at any point before payment in respect of earned Performance Shares
covered by the Award is made pursuant to the provisions of Section 2 or 5 shall
cause all Performance Shares covered by the Award to be cancelled and rescinded
without any payment therefor. For the avoidance of doubt, following a failure
to comply with this Section 10, payments in respect of any portion of the
Performance Shares covered by the Award that have been deferred under the
Deferred Compensation Plan in accordance with Section 2 hereof shall be
forfeited, and accordingly the Participant shall have no further right to
receive any such payment(s). In the event that all or any portion of the
Performance Shares covered by this Award shall have been settled in accordance
with the terms of this Agreement within twelve (12) months of the date on which
any breach by the Participant of any of the provisions of this Section 10 shall
have first occurred, the Committee may require that the Participant repay (with
interest or appreciation (if any), as applicable, determined up to the date
payment is made), and the Participant shall promptly repay, to the Corporation
the value of any cash or property (including the Fair Market Value of any
Stock) conveyed to the Participant within such period in respect of such
Performance Shares. Additionally, the Participant agrees that the Corporation
shall be entitled to an injunction, restraining order or such other equitable
relief restraining the Participant from committing any violation of the

7

covenants or obligations contained in this Section 10. These rescission
rights and injunctive remedies are cumulative and are in addition to any other
rights and remedies the Corporation may have at law or in equity. The Participant
acknowledges and agrees that the covenants and obligations in this Section 10
relate to special, unique and extraordinary matters and that a violation or
threatened violation of any of the terms of such covenants or obligations will
cause the Corporation and the Subsidiaries irreparable injury for which
adequate remedies are not available at law.

(f)Reformation.
The Participant agrees that the
provisions of this Section 10 are necessary and reasonable to protect the
Corporation in the conduct of its business. If any restriction contained in
this Section 10 shall be deemed to be invalid, illegal or unenforceable by
reason of the extent, duration or geographical scope hereof, or otherwise, then
the court making such determination shall have the right to reduce such extent,
duration, geographical scope or other provisions hereof, and in its reduced
form such restriction shall then be enforceable in the manner contemplated
hereby.

11.Withholding.
The Corporation shall have the right to
deduct from all amounts paid to the Participant in cash in respect of
Performance Shares covered by the Award any amount of taxes required by law to
be withheld as may be necessary in the opinion of the Corporation to satisfy
tax withholding required under the laws of any country, state, province, city
or other jurisdiction. In the case of any payments of Performance Shares
covered by the Award in the form of Stock, at the Committees discretion, the
Participant shall be required to either pay to the Corporation the amount of
any taxes required to be withheld with respect to such Stock or, in lieu
thereof, the Corporation shall have the right to retain (or the Participant may
be offered the opportunity to elect to tender) the number of shares of Stock
whose Fair Market Value equals such amount required to be withheld.

12.Committee
Discretion; Delegation. Notwithstanding
anything contained in this Agreement to the contrary, the Committee may take
any action that is authorized under the terms of the Plan that is not contrary to
the express terms hereof, including permitting the Participant to receive (upon
such terms and conditions as the Committee shall determine) all or a portion of
the Performance Shares covered by the Award, up to the maximum amount that
would have been payable, despite the termination of the Participants
employment prior to the settlement date specified pursuant to Section 2(a). Nothing
in this Agreement shall limit or in any way restrict the power of the
Committee, consistent with the terms of the Plan, to delegate any of the powers
reserved to it hereunder to such person or persons as it shall designate from
time to time.

13.No
Right to Continued Employment. Neither
the execution and delivery hereof nor the granting of the Award shall
constitute or be evidence of any agreement or understanding, express or
implied, on the part of the Corporation or any of the Subsidiaries to employ or
continue the employment of the Participant for any period.

8

14.Governing
Law. The Award and the legal
relations between the parties shall be governed by and construed in accordance
with the laws of the State of New Jersey (without reference to the principles
of conflicts of law).

15.Signature
in Counterpart. This Agreement may
be signed in counterparts, each of which shall be an original, with the same
effect as if the signature thereto and hereto were upon the same instrument.

16.Binding
Effect; Benefits. This Agreement
shall be binding upon and inure to the benefit of the Corporation and the
Participant and their respective successors and permitted assigns. Nothing in
this Agreement, express or implied, is intended or shall be construed to give
any person other than the Corporation or the Participant or their respective
successors or assigns any legal or equitable right, remedy or claim under or in
respect of any agreement or any provision contained herein.

17.Amendment.
This Agreement may not be altered,
modified or amended except by a written instrument signed by the Corporation
and the Participant.

18.Sections
and Other Headings. The section and
other headings contained in this Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, the
Corporation, by its duly authorized officer, and the Participant have executed
this Agreement in duplicate as of the day and year first above written.

THE
CHUBB CORPORATION

By:

Secretary

By:

Participant

9

EX-10.4
5
a06-6529_1ex10d4.htm
MATERIAL CONTRACTS

Exhibit 10.4

THE CHUBB CORPORATION
LONG-TERM STOCK INCENTIVE PLAN (2004)

RESTRICTED STOCK UNIT AGREEMENT

This RESTRICTED STOCK UNIT AGREEMENT, dated as of ,
2006, is by and between The Chubb Corporation (the Corporation ) and [ ]
(the Participant), pursuant to The Chubb Corporation Long-Term Stock
Incentive Plan (2004) (the Plan). Capitalized terms that are not
defined herein shall have the same meanings given to such terms in the Plan. If
any provision of this Agreement conflicts with any provision of the Plan (as
either may be interpreted from time to time by the Committee), the Plan shall
control.

WHEREAS, pursuant to the
provisions of the Plan, the Committee has authorized the grant to the
Participant of Restricted Stock Units in accordance with the terms and
conditions of this Agreement; and

WHEREAS, the Participant and the
Corporation desire to enter into this Agreement to evidence and confirm the
grant of such Restricted Stock Units on the terms and conditions set forth
herein.

NOW, THEREFORE, the Participant
and the Corporation agree as follows:

1.Grant
of Restricted Stock Units. Pursuant to the provisions of the Plan, the
Corporation on the date set forth above (the Grant Date) has granted
and hereby evidences the grant to the Participant, subject to the terms and
conditions set forth herein and in the Plan, of an award of [ ] Restricted Stock Units (the Award).

2.Vesting
and Rights as a Shareholder. It is understood and agreed that the grant of
the Award evidenced hereby is subject to the following conditions:

(a)Restrictions
on Transfer. Until settlement of the Restricted Stock Units in accordance
with Section 6, the Restricted Stock Units may not be sold, assigned,
hypothecated, pledged or otherwise transferred or encumbered in any manner
except ( i ) by will or the laws of descent and distribution or ( ii ) to a Permitted
Transferee (as defined in Section 11(b) of the Plan) with the permission of,
and subject to such conditions as may be imposed by, the Committee.

(b)Restriction
Period. The Restriction Period applicable to the Restricted Stock Units
covered by the Award shall begin on the date hereof and, except as otherwise
provided in Section 3 or 4, shall, subject to the Participants continued
employment from the Grant Date, lapse on the third anniversary of the Grant
Date (such date to be hereafter referred to as the Vesting Date).

(c)No
Rights as a Shareholder. Until shares of Stock are issued, if at all, in
satisfaction of the Corporations obligations under this Award, in the

time and manner provided in Section 6, the Participant
shall have no rights as a shareholder.

(d)Dividend
Equivalents. Without limiting the generality of the foregoing, until
settlement of the Restricted Stock Units in accordance with Section 6, as soon
as practicable after dividends are paid on the Stock, the Participant shall be
paid an amount in cash equal to the amount of dividends paid on that number of
shares of the Stock as is equal to the number of the Participants Restricted
Stock Units.

3.Termination
of Employment.

(a)Qualifying
Termination of Employment. If the Participants employment terminates by
reason of a Qualifying Termination of Employment during the Restriction Period
(i.e., before the Vesting Date), the Restriction Period shall lapse as to (and
there shall become vested and non-forfeitable) that number of Restricted Stock Units
equal to the product of (i) the number of Restricted Stock Units covered by the
Award and (ii) a fraction, the numerator of which is the number of full
calendar months during the Restriction Period that the Participant was employed
and the denominator of which is 36. The remainder of the Restricted Stock Units
covered by the Award shall be forfeited and cancelled without further action by
the Corporation or the Participant as of the date of such termination of
employment.

(b)Termination
for any Other Reason. If the Participants employment terminates for any
reason other than a Qualifying Termination of Employment during the Restriction
Period (i.e., before the Vesting Date), all of the Restricted Stock Units
covered by the Award shall be forfeited and cancelled without further action by
the Corporation or the Participant as of the date of such termination of
employment. For purposes of the Award, the term Retirement shall mean a
termination of the Participants employment other than for Cause at or after
the Participants normal retirement age or earliest retirement date, in each
case as specified in the Corporations Pension Plan. Accordingly, all of the
Restricted Stock Units covered by the Award shall be forfeited and cancelled
without further action by the Corporation or the Participant as of the date a
Participant is terminated for Cause, whether prior to, on, or after the
Participants normal retirement age or earliest retirement date, in each case
as specified in the Corporations Pension Plan.

(c)Transfers
between the Corporation and Subsidiaries; Leaves, Other Absences and Suspension.
Transfer from the Corporation to a Subsidiary, from a Subsidiary to the
Corporation, or from one Subsidiary to another shall not be considered a
termination of employment. Any question regarding whether a Participants
employment has terminated in connection with a leave of absence or other
absence from active employment shall be determined by the Committee, in its
sole discretion, taking into account the provisions of applicable law and the
Corporations generally applicable employment policies and practices. The Committee
may also suspend the operation of the termination of employment provisions of
this Agreement for such period and upon such terms and conditions as it may
deem necessary or appropriate to further the interests of the Corporation.

2

(d)Termination
Pursuant to a Change in Control. Notwithstanding the provisions of Section
3(b), if the Participants employment is involuntarily terminated other than
for Cause or if the Participant terminates employment due to death or
Disability, in all such cases on or after the date the Corporations
shareholders approve a Change in Control pursuant to subsections (iii) or (iv)
of such definition but prior to the consummation of such Change in Control, the
Participant shall be treated as having continued employment through, and
terminated employment immediately after, such Change in Control.

4.Change
in Control. Notwithstanding anything in Section 6 to the contrary, in the
event a Change in Control occurs, Restricted Stock Units covered by the Award
not previously forfeited pursuant to Section 3 shall be treated as provided for
in Section 9 of the Plan, in which case the Restricted Stock Units covered by
the Award shall become payable as provided in Sections 9(a)(i) and 9(a)(iii) of
the Plan or, if applicable, be honored, assumed or substituted for in
accordance with Section 9(b) of the Plan. Notwithstanding the foregoing, if the
Restricted Stock Units shall become earned and payable as provided in Sections
9(a)(i) and 9(a)(iii) of the Plan, but the accelerated payment of the
Restricted Stock Units would subject the Participant to taxation under Section
409A of the Code, then the payment due to the Participant shall not be made
until the earliest permissible payment date (including, but not limited to, the
Vesting Date) that would not subject the Participant to taxation under Section
409A of the Code.

5.Adjustment
in Capitalization. In the event that the Committee shall determine that any
stock dividend, stock split, share combination, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase Stock
at a price substantially below fair market value, or other similar corporate
event affects the Stock such that an adjustment is required in order to
preserve, or to prevent the enlargement of, the benefits or potential benefits
intended to be made available under this Award, then the Committee shall, in its
sole discretion, and in such manner as the Committee may deem equitable, adjust
any or all of the number and kind of units (or other property) subject to this
Award and/or, if deemed appropriate, make provision for a cash payment to the
person holding this Award, provided, however, that the number of
Restricted Stock Units subject to this Award shall always be a whole number.

6.Settlement
of Restricted Stock Units. Subject to the provisions of Section 4 and this
Section 6, the Corporation shall deliver to the Participant (or, if applicable,
the Participants Designated Beneficiary or legal representative) that number
of shares of Stock as is equal to the number of Restricted Stock Units covered
by the Award that have become vested and nonforfeitable as soon as
administratively practicable after the earlier of (i) the Vesting Date or (ii)
a Qualifying Termination of Employment, but in no event later than 2 ½ months
after the end of the calendar year in which the event described in clause (i)
or (ii) occurred; provided, however, that if
the Participant terminates employment by reason of Retirement, the distribution
of shares of Stock in respect of the Participants Restricted Stock Units shall
be delayed for six months from the date of the Participants Retirement if the
Participant is a specified

3

employee (as that term is defined in Section
409A(a)(2)(B)(i) of the Code) if necessary to avoid the imposition of taxes to
the Participant under
Section 409A of the Code. If the Participant is (or is reasonably
expected to be) a covered employee within the meaning of Section 162(m) of
the Code for the calendar year in which delivery of Stock would ordinarily be
made to the Participant, the Corporation shall delay delivery of all of such
shares of Stock to such Participant until the Participants termination of
employment with the Corporation and all members of the controlled group of
entities of which the Corporation is a member. Such Stock shall be delivered to
such Participant or (if the Participant has elected payment in a form other
than a lump sum) commence to be delivered to such Participant as soon as
administratively practicable after the date which is six months after the date
of such termination of employment. Subject to the immediately preceding two
sentences, the Participant may by election filed with the Corporation under its
Key Employee Deferred Compensation Plan (2005) (or any successor plan or
program) (the Deferred Compensation Plan), and on a form acceptable to the
Committee, not later than December 31 of the calendar year before the calendar
year of the Grant Date and subject to such terms and conditions as the
Committee may specify, elect to have shares of Stock deliverable in respect of vested
and nonforfeitable Restricted Stock Units deferred until such later date(s) as
shall be specified in such election. Any deferral election made for such
Restricted Stock Units after such December 31 shall be deemed void and without
force and effect.

7.Notice.
Any notice given hereunder to the Corporation shall be addressed to The Chubb
Corporation, Attention: Secretary, 15
Mountain View Road, P.O. Box 1615, Warren, New Jersey 07061-1615, and any
notice given hereunder to the Participant shall be addressed to the Participant
at the Participants address as shown on the records of the Corporation.

8.Restrictive
Covenants. As a condition to the receipt of the Award made hereby, the
Participant agrees to be bound by the terms and conditions hereof and of the
Plan, including the following restrictive covenants:

(a)Non-Disclosure.
The Participant shall not, without prior written authorization from the
Corporation, disclose to anyone outside the Corporation, or use (other than in
the Corporations or any of the Subsidiaries business), any confidential
information or material relating to the business of the Corporation or any of
the Subsidiaries that is acquired by the Participant either during or after
employment with the Corporation or any of the Subsidiaries.

(b)Non-Solicitation.
Unless the Participant has received prior written authorization from the
Committee, the Participant shall not during his or her employment or service
with the Corporation or any of the Subsidiaries and for a period of one (1) year
following any termination of such employment or service relationship (the Restricted
Period):

(i)Directly
or indirectly, employ, solicit, persuade, encourage or induce any individual
employed by the Corporation or any of the

4

Subsidiaries to become employed by or associated with
any person or entity other than the Corporation or any of the Subsidiaries; or

(ii)Directly
or indirectly, solicit business on behalf of a Competitive Business from any
Customer with whom the Participant has had, or employees reporting to the
Participant have had, personal contact or dealings with on behalf of the
Corporation or any of the Subsidiaries during the one (1) year period preceding
the Restricted Period.

(c)Non-Competition.
Unless the Participant has received prior written authorization from the
Committee, the Participant shall not, whether during his or her employment or
service with the Corporation or any of the Subsidiaries or during the
Restricted Period, directly or indirectly compete with the business of the
Corporation or any of the Subsidiaries by becoming an officer, agent, employee,
consultant, partner or director of a Competitive Business, or otherwise render
services to or assist or hold an interest (except as a less than one (1)
percent shareholder of a public company) in any Competitive Business.

Customer shall mean
a person or entity to which the Corporation or any of the Subsidiaries is at
the time providing services.

Competitive Business
shall mean any person or entity (including any joint venture, partnership,
firm, corporation or limited liability company) that engages, directly or
indirectly, in the property and casualty insurance business, including, but not
limited to, commercial insurance, personal insurance, specialty insurance,
surety, excess and surplus lines and/or reinsurance, and/or any other business
which is a significant business of, the Corporation and the Subsidiaries as of
the date of the Participants termination of employment or service with the
Corporation or any of the Subsidiaries; provided however, that a business set
forth above shall not be considered a Competitive Business in the event that,
as of the date of the Participants termination of employment or service with
the Corporation or any of the Subsidiaries, such business is no longer a
business of the Corporation or any of the Subsidiaries.

(d)Inventions.
A Participant shall disclose promptly and assign to the Corporation all right,
title, and interest in any invention or idea, patentable or not, made or
conceived by the Participant during employment by the Corporation or any of the
Subsidiaries, relating in any manner to the actual or anticipated business,
research or development work of the Corporation or any of the Subsidiaries and
shall do anything reasonably necessary to enable the Corporation or any of the
Subsidiaries to secure a patent, copyright or any other intellectual property
rights where appropriate in the United States and in foreign countries.

(e)Relief
with Respect to Violations of Covenants. Failure to comply with the
provisions of this Section 8 at any point before the Restricted Stock Units
covered by the Award are settled in accordance with Section 6 of this Agreement
shall cause such Restricted Stock Units to be cancelled and rescinded without
any payment therefor. For the avoidance of doubt, following a failure to comply
with this

5

Section 8, all shares of Stock in respect of any portion of the
Restricted Stock Units covered by the Award for which delivery has been
deferred under the Deferred Compensation Plan in accordance with Section 2
hereof shall be forfeited, and accordingly the Participant shall have no
further right to delivery or payment in respect of any such shares. In the
event that all or any portion of the Restricted Stock Units covered by this
Award shall have been settled in accordance with the terms of this Agreement
within twelve (12) months of the date on which any breach by the Participant of
any of the provisions of this Section 8 shall have first occurred, the
Committee may require that the Participant repay (with appreciation (if any),
determined up to the date repayment is made), and the Participant shall
promptly repay, to the Corporation the Fair Market Value of any Stock conveyed
to the Participant within such period in respect of such Restricted Stock Units.
Additionally, the Participant agrees that the Corporation shall be entitled to
an injunction, restraining order or such other equitable relief restraining the
Participant from committing any violation of the covenants or obligations
contained in this Section 8. These rescission rights and injunctive remedies
are cumulative and are in addition to any other rights and remedies the
Corporation may have at law or in equity. The Participant acknowledges and
agrees that the covenants and obligations in this Section 8 relate to special,
unique and extraordinary matters and that a violation or threatened violation
of any of the terms of such covenants or obligations will cause the Corporation
and the Subsidiaries irreparable injury for which adequate remedies are not
available at law.

(f)Reformation.
The Participant agrees that the provisions of this Section 8 are necessary and
reasonable to protect the Corporation in the conduct of its business. If any
restriction contained in this Section 8 shall be deemed to be invalid, illegal
or unenforceable by reason of the extent, duration or geographical scope
hereof, or otherwise, then the court making such determination shall have the
right to reduce such extent, duration, geographical scope or other provisions
hereof, and in its reduced form such restriction shall then be enforceable in
the manner contemplated hereby.

9.Withholding.
At the Committees discretion, the Participant shall be required to either pay
to the Corporation the amount of any taxes required by law to be withheld as
may be necessary in the opinion of the Corporation to satisfy tax withholding
required under the laws of any country, state, province, city or other
jurisdiction with respect to Stock deliverable hereunder or, in lieu thereof,
the Corporation shall have the right to retain (or the Participant may be
offered the opportunity to elect to tender) the number of shares of Stock whose
Fair Market Value equals such amount required to be withheld.

10.Committee
Discretion; Delegation. Notwithstanding anything contained in this
Agreement to the contrary, the Committee, in its sole discretion and in
accordance with the terms of the Plan, may take any action that is authorized
under the terms of the Plan that is not contrary to the express terms hereof,
including accelerating the lapse of the Restriction Period with respect to all
or any portion of the Restricted Stock Units covered by the Award, at such
times (including, without limitation, upon or in connection with the
Participants termination of employment) and upon such terms and conditions as
the Committee shall determine. Nothing in this Agreement shall limit or in any
way restrict the power of the Committee, consistent with the terms of the Plan,
to

6

delegate any of the powers reserved to it hereunder to such person or
persons as it shall designate from time to time.

11.No
Right to Continued Employment. Neither the execution and delivery hereof
nor the granting of the Award shall constitute or be evidence of any agreement
or understanding, express or implied, on the part of the Corporation or any of
the Subsidiaries to employ or continue the employment of the Participant for
any period.

12.Governing
Law. The Award and the legal relations between the parties shall be
governed by and construed in accordance with the laws of the State of New
Jersey (without reference to the principles of conflicts of law).

13.Signature
in Counterpart. This Agreement may be signed in counterparts, each of which
shall be an original, with the same effect as if the signature thereto and
hereto were upon the same instrument.

14.Binding
Effect; Benefits. This Agreement shall be binding upon and inure to the
benefit of the Corporation and the Participant and their respective successors
and permitted assigns. Nothing in this Agreement, express or implied, is
intended or shall be construed to give any person other than the Corporation or
the Participant or their respective successors or assigns any legal or
equitable right, remedy or claim under or in respect of any agreement or any
provision contained herein.

15.Amendment.
This Agreement may not be altered, modified or amended except by a written
instrument signed by the Corporation and the Participant.

16.Sections
and Other Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

IN WITNESS WHEREOF, the Corporation, by its duly
authorized officer, and the Participant have executed this Agreement in
duplicate as of the day and year first above written.

This PERFORMANCE SHARE
AWARD AGREEMENT, dated as of April 25, 2006, is by and between The Chubb
Corporation (the Corporation) and [ ]
(the Participant), pursuant to The Chubb Corporation Long-Term Stock
Incentive Plan for Non-Employee Directors (2004) (the Plan). Capitalized
terms that are not defined herein shall have the same meanings given to such terms
in the Plan. If any provision of this Agreement conflicts with any provision of
the Plan (as either may be interpreted from time to time by the Committee), the
Plan shall control.

WHEREAS,
pursuant to the provisions of the Plan, the Participant has been granted
Performance Shares; and

WHEREAS, the
Participant and the Corporation desire to enter into this Agreement to evidence
and confirm the grant of such Performance Shares on the terms and conditions
set forth herein.

NOW THEREFORE,
the Participant and the Corporation agree as follows:

1.Grant
of Performance Shares. Pursuant to the provisions of the Plan, the
Corporation on the date set forth above (the Grant Date) has granted
and hereby evidences the grant to the Participant, subject to the terms and
conditions set forth herein and in the Plan, of an Award of [ ]
Performance Shares (the Award).(1)

2.Payment
of Earned Performance Shares.

(a)Settlement
of Performance Shares. Subject to the provisions of this Section 2 and
Section 3(e), the Payment Value of each Performance Share covered by the Award
which the Committee determines, in writing, to be earned pursuant to Section 3
shall be paid by the Corporation as soon as administratively practicable after (but
no later than 2½ months after the calendar year end coincident with) the end of
the Performance Cycle described in Section 3(a).

(1)The
number of Performance Shares shall be equal to the quotient of (i) $67,500
divided by (ii) the average of the high and low trading prices of the Stock on
the Grant Date, rounded up to the nearest whole number.

Payments hereunder shall be made in cash, shares of
Stock, or a combination thereof, as determined by the Committee in its sole
discretion.

(b)Voluntary
Deferral. Notwithstanding the provisions of Section 2(a), the Participant
may elect, by election filed with the Corporation (and on a form acceptable to
the Committee) not later than June 30, 2008 and subject to such terms and
conditions as the Committee may specify, to have any payment that may become due
in respect of Performance Shares covered by the Award deferred until such later
time as shall be specified in such election (or, if applicable, the date
determined pursuant to Section 2(c)).

(c)Mandatory Deferral of Payment of Earned Performance
Shares. Notwithstanding anything contained in Section 2(a) or 2(b)
to the contrary (unless the payment date elected pursuant to Section 2(b) is
later than the payment date specified herein, in which case Section 2(b) shall
control), if the Corporations Ending Average Value is less than the
Corporations Beginning Average Value (as such terms are defined in Section
3(c)), no settlement shall be made in respect of any Performance Shares earned
in accordance with Section 3until the first date the
Participant has ceased to be a member of the Board of Directors and has
separated from service from the Corporation and all other members of the
Corporations controlled group of entities. Once the condition described in the
immediately preceding sentence has been satisfied, settlement shall occur as
soon as administratively practicable thereafter, in cash, shares of Stock, or a
combination thereof, as determined by the Committee in its sole discretion.

3.Vesting
Criteria Applicable to Performance Shares.

(a)Performance
Cycle. The Performance Cycle for this Award shall commence on January 1,
2006, and shall end on December 31, 2008.

(b)Performance
Goal. The Performance Goal for the Performance Cycle is the total return
per share of Stock to the Corporations shareholders, inclusive of dividends
paid (regardless of whether paid in cash or property, which dividends shall be
deemed reinvested in Stock), during the Performance Cycle in comparison to the
total return per share of stock, inclusive of dividends paid (regardless of
whether paid in cash or property, which dividends shall be deemed reinvested in
stock) achieved by the companies (i) which are in the Standard &
Poors 500 Index (the S&P 500) on the date the Performance Cycle
begins and (ii) which continue to file public reports pursuant to the
Act for the entirety of the Performance Cycle (such companies, the Comparison
Companies). For the avoidance of doubt, a company included in the S&P
500 on the date the Performance Cycle commences that is not included in the
S&P 500 at the conclusion of the Performance Cycle will be a Comparison
Company as long as it

files public reports pursuant to the Act for the
entire Performance Cycle (and any company first included in the S&P 500
after the start of the Performance Cycle will not be a Comparison Company).

(c)Comparison
of Total Shareholder Return. Except as provided in Section 4, the
Performance Shares covered by the Award shall be deemed earned based on where
the Corporations total shareholder return during the Performance Cycle ranks
in relation to the total shareholder returns of the Comparison Companies during
such period. For purposes of calculating the total shareholder return of the
Corporation and the Comparison Companies during the Performance Cycle, the
value of each such companys stock at the beginning and end of the Performance
Cycle shall be established based on the average of the averages of the high and
low trading prices of the applicable stock on the principal exchange on which
the stock trades for the 15 trading days occurring immediately prior to the
beginning or end of the Performance Cycle, as the case may be. Such averages
for each such company (including the Corporation) shall be referred to herein
as the Beginning Average Value and the Ending Average Value. As soon as practicable after the completion
of the Performance Cycle, the total shareholder returns of the Comparison
Companies will be calculated and ranked from highest to lowest. The Corporations
total shareholder return will then be ranked in terms of which percentile it
would have placed in among the Comparison Companies. In calculating the total
shareholder return with respect to either the Corporation or any of the
Comparison Companies, the Committee shall make or shall cause to be made such
appropriate adjustments to the calculation of total shareholder return for such
entity (including, without limitation, adjusting the Beginning Average Value)
as shall be necessary or appropriate to avoid an artificial increase or
decrease in such return as a result of a stock split (including a reverse stock
split), recapitalization or other similar event affecting the capital structure
of such entity that does not involve the issuance of the entitys securities in
exchange for money, property or other consideration.

(d)Percentage
of Performance Shares Earned. The extent to which Performance Shares shall
become earned shall be determined according to the following schedule:

Relative
Performance
Level Percentile

Percent of
Performance
Shares Earned

85th or
higher

200

%

50th

100

%

25th

50

%

Under 25th

0

%

To the extent that the Corporations total shareholder
return ranks in a percentile between the 25th and the 50th
percentile, or between the 50th and the 85th

percentile, of comparative performance, then the
number of Performance Shares earned shall be determined by multiplying the
relative percentile of comparative performance achieved by the Corporation by
two (e.g., if the Corporations total shareholder return would have placed in
the 40th percentile, then 80% of the Performance Shares covered by
the Award become earned; if the Corporations total shareholder return would
have placed in the 75th percentile, then 150% of the Performance
Shares covered by the Award become earned).

(e)Termination
of Service on the Board of Directors. The Participants cessation of
services as a member of the Board of Directors for any reason shall have no
effect on the rights and entitlements of the Participant to receive payment in
respect of the Performance Shares; provided, however, that if the
Participants service on the Board of Directors is terminated for cause, as
determined by the Committee (or if the Committee determines that the
Participant resigned from the Board of Directors in anticipation of being
removed for cause), then the Participant shall forfeit any and all rights in
respect of the Performance Shares covered by the Award and such Performance
Shares shall be immediately forfeited and cancelled without further action by
the Corporation or the Participant as of the date of such termination of
service.

4.Change in
Control. Notwithstanding anything in Section 2 or 3 to the contrary, in the
event a Change in Control occurs, Performance Shares covered by the Award not
previously forfeited pursuant to Section 3 shall be treated in accordance with
Section 9 of the Plan; provided, however, that if the accelerated payment of
the Performance Shares would subject the Participant to taxation under Section
409A of the Code, then the payment due to the Participant shall not be made
until the earliest permissible payment date (including, but not limited to, the
vesting date) that would not subject the Participant to taxation under Section
409A of the Code.

5.Adjustment in
Capitalization. In the event that the Committee shall determine that any
stock dividend, stock split, share combination, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase Stock
at a price substantially below fair market value, or other similar corporate
event affects the Stock such that an adjustment is required in order to
preserve, or to prevent the enlargement of, the benefits or potential benefits
intended to be made available under this Award, then the Committee shall, in
its sole discretion, and in such manner as the Committee may deem equitable,
adjust any or all of the number and kind of Performance Shares subject to this
Award and/or, if deemed appropriate, make provision for a cash payment to the
person holding this Award, provided, however, that, unless the Committee
determines otherwise, the number of Performance Shares subject to this Award
shall always be a whole number.

6.Restrictions
on Transfer. Performance Shares may not be sold, assigned, hypothecated,
pledged or otherwise transferred or encumbered in any manner except

(i)
by will or the laws of descent and distribution or (ii) to a Permitted
Transferee (as defined in Section 11(a) of the Plan) with the permission of,
and subject to such conditions as may be imposed by, the Committee.

7.No Rights as
a Shareholder. Until shares of Stock are issued, if at all, in satisfaction
of the Corporations obligations under this Award, in the time and manner
specified in Section 2 or 4, the Participant shall have no rights as a
shareholder.

8.Notice. Any
notice given hereunder to the Corporation shall be addressed to The Chubb
Corporation, Attention Secretary, 15 Mountain View Road, P.O. Box 1615, Warren,
New Jersey 07061-1615, and any notice given hereunder to the Participant shall
be addressed to the Participant at the Participants address as shown on the
records of the Corporation.

9.Governing Law.
The Award and the legal relations between the parties shall be governed by and
construed in accordance with the laws of the State of New Jersey (without
reference to the principles of conflicts of law).

10.Signature in
Counterpart. This Agreement may be signed in counterparts, each of which
shall be an original, with the same effect as if the signature thereto and
hereto were upon the same instrument.

11.Binding Effect;
Benefits. This Agreement shall be binding upon and inure to the benefit of
the Corporation and the Participant and their respective successors and
permitted assigns. Nothing in this Agreement, express or implied, is intended
or shall be construed to give any person other than the Corporation or the
Participant or their respective successors or assigns any legal or equitable
right, remedy or claim under or in respect of any agreement or any provision
contained herein.

12.Amendment. This
Agreement may not be altered, modified, or amended except by a written
instrument signed by the Corporation and the Participant.

13.Sections and
Other Headings. The section and other headings contained in

this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.

IN WITNESS WHEREOF,
the Corporation, by its duly authorized officer, and the Participant have
executed this Agreement in duplicate as of the day and year first above
written.

STOCK
UNIT AGREEMENT, dated as of April 25, 2006, by and between The Chubb
Corporation (the Corporation) and [ ]
(the Participant), pursuant to The Chubb Corporation Long-Term Stock
Incentive Plan for Non-Employee Directors (2004) (the Plan). Capitalized
terms that are not defined herein shall have the same meanings given to such
terms in the Plan. If any provision of this Agreement conflicts with any
provision of the Plan (as either may be interpreted from time to time by the
Committee), the Plan shall control.

WHEREAS,
pursuant to the provisions of the Plan, the Participant has been granted Stock
Units; and

WHEREAS,
the Participant and the Corporation desire to enter into this Agreement to
evidence and confirm the grant of such Stock Units on the terms and conditions
set forth herein.

NOW,
THEREFORE, the Participant and Corporation agree as follows:

1.Grant
of Stock Units. Pursuant to the provisions of the Plan, the Corporation on
the date set forth above (the Grant Date) has granted and hereby
evidences the grant to the Participant, subject to the terms and conditions set
forth herein and in the Plan, of an award of [ ]
Stock Units (the Award).(1)

2.Restrictions
on Transfer. Until settlement of the Stock Units in accordance with Section
5 or 7, the Stock Units may not be sold, assigned, hypothecated, pledged or
otherwise transferred or encumbered in any manner except (i) by will or
the laws of descent and distribution or (ii) to a Permitted Transferee (as
defined in

(1)The
number of Stock Units shall be equal to the quotient of (i) $22,500 divided by
(ii) the average of the high and low trading prices of the Stock on the Grant
Date, rounded up to the nearest whole number.

Section 11(a) of the Plan) with the permission of, and
subject to such conditions as may be imposed by, the Committee.

3.No
Rights as a Shareholder. Until shares of Stock are issued, if at all, in
satisfaction of the Corporations obligations under this Award, in the time and
manner provided for in Section 5 or 7, the Participant shall have no rights as
a shareholder.

4.Dividend
Equivalents. Without limiting the generality of the foregoing, until
settlement of the Stock Units in accordance with Section 5 or 7, as soon as
practicable after dividends are paid on the Stock, the Participant shall be
paid an amount in cash equal to the amount of dividends paid on that number of
shares of the Stock as is equal to the number of the Participants Stock Units.

5.Settlement
of Stock Units. Subject to the provisions of Section 7, the Corporation
shall deliver to the Participant that number of shares of Stock as is equal to
the number of Stock Units covered by the Award as soon as practicable after the
third anniversary of the Grant Date, but no later than the last day of the
taxable year in which such third anniversary falls. Notwithstanding the
immediately preceding sentence, but subject to such terms and conditions as the
Committee may specify, if the Participant shall have filed an election with the
Corporation (and on a form acceptable to the Committee) not later than the
December 31 preceding the Grant Date, the shares of Stock deliverable in
respect of Stock Units shall be issued at such later time as shall be specified
in such election.

6.Adjustment
in Capitalization. In the event that the Committee shall determine that any
stock dividend, stock split, share combination, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase Stock
at a price substantially below fair market value, or other similar corporate
event affects the Stock such that an adjustment is required in order to
preserve, or to prevent the enlargement of, the benefits or potential benefits
intended to be made available under this Award, then the Committee shall, in
its sole discretion, and in such manner as the Committee may deem equitable,
adjust any or all of the number and kind of units (or other property) subject
to this Award and/or, if deemed appropriate, make provision for a cash payment
to the person holding this Award, provided, however, that, unless
the Committee determines otherwise, the number of Stock Units subject to this
Award shall always be a whole number.

7.Termination
of Service as a Member of the Board. Except as otherwise expressly provided
below, if the Participants service as a member of the Board of Directors
terminates for any reason, then the Corporation shall deliver to the
Participant (or, if applicable, the Participants Designated Beneficiary or
legal representative) that number of shares of Stock as is equal to the number
of Stock Units covered by the Award. Such delivery shall occur as soon as
practicable after the Participants service on the Board of Directors
terminates (but no later than the last day of the taxable year in which the
Participants service terminates, or 30 days thereafter, if later), or if
later, on the date specified in a deferral election form filed in accordance
with Section 5. Notwithstanding anything in this Agreement to the contrary, if
the Participants service on the Board of Directors is terminated for cause, as
determined by the Committee (or if the Committee determines that the
Participant resigned from the Board of Directors in anticipation of being
removed for cause), then the Participant shall forfeit any and all rights in
respect of the Stock Units covered by the Award and such Stock Units shall be
immediately forfeited and cancelled without further action by the Corporation
or the Participant as of the date of such termination of service.

8.Notice.
Any notice given hereunder to the Corporation shall be addressed to The Chubb
Corporation, Attention Secretary, 15 Mountain View Road, P.O. Box 1615, Warren,
New Jersey 07061-1615, and any notice given hereunder to the Participant shall
be addressed to the participant at the Participants address as shown on the
records of the Corporation.

9.Governing
Law. The Award and the legal relations between the parties shall be
governed by and construed in accordance with the laws of the State of New
Jersey (without reference to the principles of conflicts of law).

10.Signature
in Counterpart. This Agreement may be signed in counterparts, each of which
shall be an original, with the same effect as if the signature thereto and
hereto were upon the same instrument.

11.Binding
Effect; Benefits. This Agreement shall be binding upon and inure to the
benefit of the Corporation and the Participant and their respective successors
and permitted assigns. Nothing in this Agreement, express or implied, is
intended or shall be construed to give any person other than the Corporation or
the Participant or their respective successors or assigns any legal or
equitable right, remedy or claim under or in respect of any agreement or any
provision contained herein.

12.Amendment.
This Agreement may not be altered, modified, or amended except by a written
instrument signed by the Corporation and the Participant.

13.Sections
and Other Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

IN
WITNESS WHEREOF, the Corporation by its duly authorized
officer, and the Participant have executed this Agreement in duplicate as of
the day and year first above written.